Joseph Sutton
AmerescoAbout Joseph W. Sutton
Joseph W. Sutton, age 77, has served on Ameresco’s board since 2002 and is currently the Lead Independent Director. He is an independent Class II director with a term expiring at the 2027 annual meeting. Sutton founded and manages Sutton Ventures Group, LLC (since 2000) and founded Consolidated Asset Management Services (CAMS) in 2007, following senior leadership roles at Enron, including Vice Chairman and CEO of Enron International. His background centers on energy asset development, operations, and capital formation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enron Corporation | Vice Chairman; CEO, Enron International | 1992–2000 | Led budgeting, reporting, and development/operations of global energy projects |
| Sutton Ventures Group, LLC | Manager | 2000–present | Energy investments; capital raising, ownership/management of energy businesses |
| Consolidated Asset Management Services (CAMS) | Founder and leader | 2007–present | Asset management/operations for energy assets; O&M, IT, budgeting, contracts |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Sutton Ventures Group, LLC | Managing Member (through Sutton Ventures Group LLC as GP of Sutton Ventures LP) | Private | Also holds Ameresco shares via Sutton Ventures LP (see Equity Ownership) |
| Consolidated Asset Management Services (CAMS) | Founder/Leader | Private | Provides services to energy sector companies broadly |
| Other public company directorships (last 5 years) | — | — | None disclosed in Ameresco’s proxy biography for Sutton |
Board Governance
- Independence and roles: Board determined Sutton is independent; he serves as Lead Independent Director and chairs the Compensation Committee; he is also a member of the Audit Committee. Class II term through 2027.
- Lead Independent Director responsibilities: Chairs executive sessions of non-management/independent directors; facilitates board–management communications; helps set agendas; monitors stockholder communications.
- Committee assignments (as of April 10, 2025):
- Audit Committee: Member
- Compensation Committee: Chair
- Nominating & Corporate Governance Committee: Not a member
- 2024 meetings: Audit (4), Compensation (1), Nominating (2)
- Attendance: In 2024, each director attended at least 75% of combined board and committee meetings; all directors attended the 2024 annual meeting. Board met 7 times.
- Governance practices: Non-management directors meet regularly in executive session; codes, guidelines, and charters in place.
- Risk oversight: Board and committees oversee strategic, financial reporting/internal controls, cybersecurity, compensation/succession, and ESG risks.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $70,000 | Non-employee director cash retainer |
| Lead Independent Director retainer | $20,000 | Additional cash retainer |
| Compensation Committee Chair retainer | $15,000 | Additional cash retainer |
| Audit Committee member retainer | $10,000 | Additional cash retainer |
| Meeting fees | None | Not paid under current program |
2024 cash actually paid to Sutton = $115,000; RSU grant fair value = $169,495; total = $284,495.
Performance Compensation
| Equity Type | Grant Value/Units | Vesting | Change-in-Control | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | $135,000 policy value; Sutton’s 2024 grant reported at $169,495 fair value | 100% on 1-year anniversary | Vests in full upon change in control | Granted at annual meeting; units set by 30-day avg price pre-grant |
| Stock options (legacy holdings) | 130,000 options outstanding (aggregate) | Time-based (historical grants) | Standard plan terms | 124,000 options were exercisable within 60 days of March 31, 2025 |
Note: Director equity is time-vested; there are no director performance-based metrics tied to equity or cash retainers under the non-employee director program.
Other Directorships & Interlocks
| Company/Institution | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Sutton in proxy biography. Compensation Committee Interlocks: none reported for any members (including Sutton). |
Expertise & Qualifications
- Energy development/operations and asset management; capital raising and project finance; oversight of complex energy projects (Sutton Ventures, CAMS, Enron International).
- Board leadership: Lead Independent Director; Compensation Chair; Audit member; designated independent director under NYSE rules.
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Total beneficial ownership (Class A) | 292,578 shares | Includes 124,000 options exercisable within 60 days and 133,355 Class A shares held by Sutton Ventures LP (Sutton is managing member of its GP) |
| Ownership as % of outstanding | <1% | Less than 1% of Class A and total voting power |
| Options – exercisable within 60 days | 124,000 | Included in beneficial ownership |
| Options – total held | 130,000 | Aggregate options; weighted average exercise price $12.19 |
| Unvested RSUs (12/31/24) | 4,886 | Outstanding RSUs |
| Pledging/Hedging | Prohibited (limited pledge exceptions require financial capacity sign-off) | Insider trading policy prohibits pledging/hedging; directors subject to policy |
| Ownership guidelines | 5x annual board cash retainer; in compliance as of Jan 1, 2025 | RSUs count toward guideline; options excluded |
Governance Assessment
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Positives
- Independent director with deep sector experience; Lead Independent Director role enhances independent oversight and facilitates executive sessions.
- Chairs Compensation Committee and sits on Audit Committee; committee independence affirmed; interlocks none reported.
- Strong policy framework: anti-hedging/pledging, stock ownership guidelines (director compliance achieved), clawback, and robust committee charters and risk oversight.
- Attendance: at least 75% for all directors in 2024; full attendance at 2024 annual meeting.
-
Watch items / potential red flags
- Structural control risk: Dual-class structure with CEO controlling ~74.2% of total voting power, which can limit minority stockholder influence and reduce board leverage; emphasizes importance of strong Lead Independent Director.
- External affiliations: Sutton Ventures and CAMS operate broadly in the energy sector; no related-party transactions with Sutton disclosed, but continued monitoring for potential conflicts is prudent.
- Historical association: Prior senior roles at Enron (noted for completeness); no proceedings disclosed in proxy.
-
Related-party transactions
- No related-person transactions involving Mr. Sutton were disclosed for 2024; the only related-person transaction disclosed was employment of the General Counsel’s spouse (approved and reviewed by Audit Committee).
-
Compensation structure (director) and alignment
- Mix skews to equity via annual RSUs with 1-year vesting and full CIC vesting; cash retainers reflect leadership and committee responsibilities (Board, Lead Director, Comp Chair, Audit member).
- Director ownership guideline at 5x cash retainer; directors in compliance as of Jan 1, 2025.